As Ash, Misty and Brock approach a thin, wooden bridge, Team Rocket are hiding beneath it and are planning to capture our friends in an awaiting cage. But as they sing and dance about they upcoming victory, the bridge collapses and they end up floating down the river. When our friends eventually arrive at the now destroyed bridge, they ponder a way to cross the river.
Six-ladybug type Pokémon then appear high up in the sky and are carrying a short haired, attractive women. Referring to his Pokédex, Ash learns that these Pokémon are called Ledyba and that they generally gather in groups during cold weather to keep warm. Brock, in a Dexter like voice says “Girl traveling with Ledyba. This natural beauty’s short boyish hairstyle provides the ideal compliment to her warm feminine features. This girl is obviously Brock’s type”. This is actually quite funny. The short haired girl then instructs her Ledyba to begin their descend in a commanding voice and with her high-toned whistle. Upon landing, and after Brock finishes his usual flirting routine, Ash asks for help to cross the river. Aerial, Brock’s new love interest, then offers to fly our friends over one at a time.
Apparently Aerial had to fly over anyway to work in the apple orchard. In a commanding voice and using her whistle, Aerial instructs her Ledyba to begin pollinating the orchard. Ash, although appearing to know what the Ledyba are doing has absolutely no idea what pollination is. Wishing to lend a hand, Ash selects Heracross and instructs him to help the Ledyba in pollinating the orchard. Instead, Heracross begins sucking sap out of a nearby tree. Ash, a little embarrassed asks Aerial how she is able to control her six Ledyba using a single command. It seems as though Aerial commands her Ledyba by playing different notes on her whistle, which has been passed down through her family for generations.
In another part of the orchard, Team Rocket is spying on them and decides to steal her whistle. Team Rocket, pretending to be from some sought of antique TV show, steal Aerial’s whistle from around her neck. Jessie attempts to blow the whistle to get the Ledyba to attack, but the Ledyba refuses to obey. Jessie uses Lickitung’s super sonic attack but Aerial counterattacks by commanding her Ledyba to use their tackle attack, but they do not listen. Pikachu uses thunderbolt to blow up Team Rocket’s balloon. Ledyba also flee the area to escape all of the commotion.
As Ash, Misty and Brock search for Aerial’s missing Ledyba, Brock has an idea to use his Zubat’s super sonic to find them. But his idea failed and all Zubat finds is a bunch of Golbat. Aerial then mentions that her Ledyba love the smell of flowers so Ash selects Heracross and asks him to use his sniffer to find a place that smells like flowers. Heracross then flies off and it appears as though Ash might have had a good idea. But Heracross instead finds a tree to suck sap out of! Better luck next time Ash.
Meanwhile, Team Rocket is repairing their damaged balloon in a lovely garden filled with flowers. Meowth attempts to blow the whistle but is finding it rather difficult. After laughing at Meowth’s pathetic attempts, Jessie instructs Arbok to go and find some food. But Meowth gets some kind of noise to come out of the whistle and ends up charming Arbok. Team Rocket then spots Aerial’s Ledyba and Meowth commands Arbok to dive under ground to round them up. Although Jessie didn’t think Arbok would listen, he does and Meowth successfully captures the Ledyba. The Ledyba attempt to flee and Team Rocket is forced to grab hold of the runaway Pokémon. In a panic, Ledyba releases an orange colored powder.
As our friends continue their search, Aerial doesn’t think that her Pokémon will listen to her without the whistle. Ash and Brock quickly jump in to reassure Aerial that they will as she trained and nurtured them and therefore the whistle doesn’t really matter, Aerial, after some reminiscing, admits they are right and detects a faint scent which Ledyba emits when they are in trouble. Pikachu quickly climbs a nearby tree and finds something rather odd, not that far away. Ash and his friends then run into an orange fog and follow an orange trail that Aerial’s Ledyba must have left behind.
Team Rocket is then seen being dragged along by Aerial’s Ledyba. Arbok quickly wraps itself around a tree and grabs hold of the net to stop the Ledyba from dragging them along any further. Ash, Misty, Brock and Aerial quickly close in and order Team Rocket to releases Aerial’s Pokémon. Instead, James launches an oversized net and captures our friends. Lickitung and Victreebel are ordered to grab hold of Pikachu. Aerial, still wondering if her Pokémon will listen, orders her Ledyba to help her. Enraged, the Ledyba break free and tackle Arbok, Lickitung and Victreebel. As Ledyba chases Team Rocket, Ash uses Bulbasaur’s razor leaf to destroy the net that had captured them. Victreebel then uses razor leaf to attack the Ledyba, but through some quick thinking on Aerial’s part, they are able to dodge Victreebel’s attack. Jessie tells Lickitung to use super sonic, but before it has a chance to use the attack, Pikachu attacks it with a thunderbolt. Aerial then tells her Ledyba to use a full speed tackle attack to blast Team Rocket away.
After having been reunited, Aerial and her Pokémon are extremely happy, and they go back to work without the use of the whistle. After saying their goodbyes, our heroes leave with the knowledge that they have some new friends.